Closing Date Consideration / Escrow Sample Clauses

Closing Date Consideration / Escrow. Subject to and upon the terms and conditions of this Agreement, in consideration and as payment for all of the Shares, (A) Acquirer shall issue and deliver to Seller, at the Closing, Two Million Nine Hundred Forty Five Thousand Two Hundred and Fifty Three (2,945,253) shares of Series F Convertible Preferred Stock (the “Preferred Stock”) of Acquirer (the “Closing ▇▇▇▇ Payment”), free and clear of any and all Encumbrances, and (B) Acquirer shall, at the Closing, issue and deposit into escrow (the “Escrow Deposit”) Five Hundred Nineteen Thousand Seven Hundred and Fifty (519,750) shares of Preferred Stock (the “Escrow Amount”), free and clear of any and all Encumbrances (other than Encumbrances arising solely as a result of the Escrow Agreement), which shall be held as security for the indemnification obligations of Seller (and upon expiration of escrow any remaining Escrow Amount shall be distributed to Seller), pursuant to the provisions of the Escrow Agreement, to be entered into as of the Closing (the “Escrow Agreement”), (the Closing Date Payment and Escrow Deposit being the “Purchase Price”)). For all purposes of this